McDonald’s Corporation holds its 2026 annual shareholders’ meeting on May 20, and National Legal and Policy Center is circulating to major investors an exempt solicitation report urging a vote FOR Proposal 4 — which would require the company to separate the roles of Board Chairman and Chief Executive Officer. An executive summary of the report is available for shareholders who want the highlights first.
Here is the governance problem in plain language: Chris Kempczinski (pictured above) is McDonald’s Chairman of the Board. Chris Kempczinski is also McDonald’s Chief Executive Officer. The board is supposed to oversee the CEO. The CEO is supposed to answer to the board. At McDonald’s, these two people are the same person. Whatever accountability that arrangement produces, it is not independent oversight — and the record of Kempczinski’s tenure makes the absence of that oversight very difficult to ignore.
Underwhelming Financial Performance
Start with the stock. In five of the six years ending in 2024, McDonald’s generated worse total returns than the S&P 500. The company’s own proxy statement discloses that a $100 investment in McDonald’s stock at the end of 2020 grew to just $160 by year-end 2025 — while the same investment in the company’s executive compensation peer group grew to $173. McDonald’s shareholders underperformed not just the market, but the company’s own benchmark for paying its executives.
Then came 2024. An E. coli outbreak linked to contaminated onions sickened at least 104 people across 14 states and killed one. Customer visits plunged as much as 24 percent in the hardest-hit markets. The company spent $100 million in emergency marketing to win customers back. Menu prices had already climbed roughly 40 percent since 2019, driving away the lower- and middle-income customers who make up the core of McDonald’s traffic. The CEO’s own assessment of the year: “Our performance in 2024 did not meet our expectations.” His compensation for 2025, after another year of below-target financial results: $20,574,525 — up roughly $2.4 million from 2024.
Deceit on DEI
On DEI, the story is equally revealing. In 2021, Kempczinski publicly tied 15 percent of all executive bonuses to diversity, equity, and inclusion goals. When DEI became politically toxic in 2025, McDonald’s made a splashy announcement that it was pulling back — renaming its diversity team, dropping supplier pledges, retiring numerical hiring targets. The media bought it.
Then McDonald’s own Chief Field People Officer told a human resources conference the quiet part out loud: “at the core none of our programming has changed.” When NLPC asked the board at the 2025 annual meeting to simply consider removing DEI from executive pay calculations, the board called the request “dictatorial.”
Business Partnership with Communists
Speaking of dictators, then there is China — McDonald’s second-largest market, where the company holds a minority stake in a joint venture controlled by state-linked CITIC Capital, with plans to open roughly 1,000 new restaurants there annually. McDonald’s refuses to break out China-specific financials, so shareholders cannot assess what portion of their investment hangs on the stability of U.S.-China relations or the continued goodwill of Beijing. A chairman who is simultaneously the CEO driving that expansion has every incentive to downplay those risks — and no independent check to make him address them.
Accountability for Kempczinski, or His Executive Secretary?
The board points to its Lead Independent Director as the answer. But the proxy statement defines that role as “collaborating with the Chairman/CEO on meeting agendas” and “providing feedback to the Chairman/CEO.” That is not oversight. That is assistance.
When the McDonald’s board cites widespread shareholder “support” for the current combined structure, it is worth asking: which shareholders, exactly?
As it happens, among the institutions collectively owning at least 15 percent of McDonald’s outstanding shares are four firms whose own chief executives hold the same combined Chairman and CEO arrangement they are being asked to bless at McDonald’s. BlackRock’s Larry Fink is Chairman and CEO of BlackRock. State Street’s Ronald O’Hanley is Chairman and CEO of State Street. T. Rowe Price’s Robert Sharps assumed the combined Chair/CEO role in May 2024. And Fidelity’s Abigail Johnson has been Chairman and CEO since 2016.
So when McDonald’s assures shareholders that its biggest investors are perfectly comfortable with a CEO who chairs his own board — well, of course they are. They do it themselves.
McDonald’s shareholders can vote right now at www.proxyvote.com (you will need your control number or an account number). NLPC urges a vote FOR Proposal 4 — because a board that cannot independently evaluate its CEO is not really doing its job.
(Post references PX14A6G Notice of exempt solicitation)
